Distributor Assumption Agreement (SAG) by Megadox

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Film producers, use this ready-made form to prepare a Distributor Assumption Agreement in accordance with SAG requirements.

In order to ensure that SAG members are paid the residuals that they are owed, Screen Actor’s Guild requires all producers, whether union or non-union, to have their distributors sign an assumption agreement, agreeing to pay residual payments directly to SAG instead of to the producer.

The template covers how and when the residuals will be paid to SAG, and the form of reporting that the distributor is required to submit. It also gives SAG the right to inspect the distributor’s books with respect to the film.

This Distributor Assumption Agreement (SAG) form is a downloadable Microsoft Word template and is fully editable.

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									                DISTRIBUTOR ASSUMPTION AGREEMENT (SAG)
In consideration of the execution of a Distribution Agreement between _____________________________
[name of producer] (“Producer”) and _____________________________ [name of distributor] (“Distributor”)
with respect to the distribution of the motion picture presently entitled “_________________________”
(the “Picture”), Distributor agrees that the Picture is subject to the Screen Actors Guild Codified Basic
Agreement of 1995, 1992, 1989, 1986, 1983 or 1980 [strike those which are not applicable] for Independent
Producers (“Basic Agreement”) covering theatrical motion pictures and particularly to the provisions of
[strike any of the following clauses (1), (2) or (3) which are not applicable]:

(1)     Section 5 thereof, pertaining to additional compensation payable to performers when theatrical
        motion pictures, the principal photography of which commenced after October 6, 1980 and which
        are covered by said Section, are released to free television, and Section 34 pertaining to applicable
        pension and health contributions, if any, are required;

(2)     Section 5.1 thereof, pertaining to additional compensation payable to performers when theatrical
        motion pictures, the principal photography of which commenced after June 30, 1971 but prior to
        July 1, 1984 and which are covered by said Section, are released in Supplemental Markets and
        Section 34 pertaining to applicable pension and health contributions, if any, are required; and

(3)     Section 5.2 thereof, pertaining to additional compensation payable to performers when theatrical
        motion pictures, the principal photography of which commenced after July 1, 1984 and which are
        covered by said Section, are released in Supplemental Markets and Section 34 pertaining to
        applicable pension and health contributions, if any, are required.

Distributor is distributing or licensing the Picture for distribution: [select one]
        _____    in perpetuity (i.e., for the period of copyright and any renewals thereof)
        _____    for a limited term of ___________ years

in the following territories and media: [indicate those that are applicable]

        Territory:
        _____    Domestic (the U.S. and Canada, and their respective possessions and territories)
        _____    Foreign (the world excluding the U.S. and Canada and their respective possessions and
                 territories)
        _____    Other (please describe): _________________________________________

        Media:
        _____    All
        _____    Home Video
        _____    Free Television
        _____    Pay Television
        _____    Other (please describe): _________________________________________
                 See Description attached hereto as “A” and incorporated herein by reference.

Distributor hereby agrees, expressly for the benefit of the Screen Actors Guild (hereinafter referred to as
“SAG”), as representative of the performers whose services are included in the Picture, when the Picture
is telecast on free television or exhibited in Supplemental Markets (as applicable), to make the additional
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compensation payments required under the Basic Agreement, if any, and the pension and health
contributions required thereby, if any, with respect to the territories, media and term referred to above as
provided in the applicable Sections referred to hereinabove (all such payments are collectively hereinafter
referred to as “Residuals”). Distributor, for and on behalf of Producer, shall make all Social Security,
withholding, unemployment insurance and disability insurance payments required by law with respect
to the additional compensation referred to in the preceding sentence.

It is expressly understood that the right of Distributor to license the Picture for exhibition on free
television or in Supplemental Markets (as applicable), or to exhibit or cause or permit the Picture to be
exhibited on free television or in Supplemental Markets (as applicable), shall be subject to and
conditioned upon the prompt payment of Residuals with respect to the territories, media and term
referred to above in accordance with said applicable Sections. It is agreed that SAG, in addition to all
other remedies, shall be entitled to injunctive relief against Distributor in the event such payments are not
made.

To the extent that Producer has executed a security agreement and financing statement in SAG’s favor in
the Picture and related collateral as defined in the SAG-Producer Security Agreement (“SAG Security
Interest”), Distributor agrees and acknowledges that Distributor’s rights in the Picture acquired pursuant
to the Distribution Agreement (to the extent those rights are included in the collateral covered by the
Security Agreement) are subject and subordinate to the SAG Security Interest. SAG agrees that so long as
Residuals with respect to the Picture for the territories, media and term referred to above are timely paid
in accordance with said applicable Sections that SAG will not exercise any rights under the SAG Security
Interest which would in any way interfere with the rights of the Distributor to distribute the Picture and
receive all revenues from such distribution.

SAG further agrees that if it exercises its rights as a secured party, it will dispose of collateral which
encompasses any of Distributor’s rights or interests in, or physical items relating to, the Picture, only to a
transferee which agrees in writing to be bound by SAG’s obligations under this Assumption Agreement.

Within a reasonable time after the expiration of each calendar quarter, but not exceeding sixty (60) days,
Distributor will furnish or cause to be furnished to SAG a written report showing the gross receipts
during the preceding quarter from the distribution of the Picture by Distributor on free television or in
Supplemental
								
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